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                                                                   EXHIBIT 10.21

                             AMENDMENT NO. 5 TO THE
                                CREDIT AGREEMENT


                                                       DATED AS OF JUNE 25, 2004


          AMENDMENT NO. 5 TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT
(this "AMENDMENT") among Rayovac Corporation, a Wisconsin corporation (the
"COMPANY"), the banks, financial institutions and other institutional lenders
parties to the Credit Agreement referred to below and signatory hereto
(collectively, the "LENDERS") and Bank of America, N.A., as administrative agent
(the "ADMINISTRATIVE AGENT") for the Lenders.

          PRELIMINARY STATEMENTS:

          (1)     The Company, VARTA Consumer Batteries GmbH & Co. KGaA
(formerly known as VARTA Geratebatterie GmbH) (the "SUBSIDIARY BORROWER" and,
together with the Company, the "BORROWER"), the Lenders and the Administrative
Agent have entered into a Third Amended and Restated Credit Agreement dated as
of October 1, 2002 (such Credit Agreement, as amended, supplemented or otherwise
modified through the date hereof, the "CREDIT AGREEMENT"). Capitalized terms not
otherwise defined in this Amendment have the same meanings as specified in the
Credit Agreement.

          (2)     The Company has requested that the Lenders amend the Credit
Agreement in certain respects as set forth below.

          (3)     The Lenders signatory hereto are, on the terms and conditions
stated below, willing to grant the request of the Company, and the Company and
such Lenders have agreed to amend the Credit Agreement as hereinafter set forth.

          SECTION 1. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is,
effective as of the date hereof and subject to the satisfaction of the
conditions precedent set forth in SECTION 2 hereof, hereby amended as follows:

          (a)     SECTION 1.1 is amended as follows:

                  (i)   By deleting the definition of "WHOLLY-OWNED SUBSIDIARY"
          in its entirety and inserting the following definition in replacement
          therefor:

                        "WHOLLY-OWNED SUBSIDIARY means (i) the Subsidiary
                  Borrower and (ii) any Person in which (other than director's
                  qualifying shares or similar shares owned by other Persons due
                  to native ownership requirements) 100% of the capital stock or
                  other equity interests of each class is owned beneficially and
                  of record by the Company or by one or more Wholly-Owned
                  Subsidiaries, PROVIDED that references herein to "Wholly-Owned
                  Subsidiaries" shall in any event include Microlite S.A. and/or
                  Ningbo

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                  Baowang Battery Company so long as at least 80% of each class
                  of capital stock or other equity interests of Microlite S.A.
                  and Ningbo Baowang Battery Company, respectively, is owned
                  beneficially and of record by the Company or by one or more
                  Wholly-Owned Subsidiaries."

                  (ii)  By adding the following new definitions in the
          appropriate alphabetical order:

                        "AMENDMENT NO. 5 means Amendment No. 5 to the Credit
                  Agreement, dated as of June 25, 2004, among the Company, the
                  Lenders party thereto and the Administrative Agent.

                        80% SUBSIDIARY means any Foreign Subsidiary in which
                  (other than director's qualifying shares or similar shares
                  owned by other Persons due to native ownership requirements)
                  80% of the capital stock or other equity interests of each
                  class is owned beneficially and of record by the Company or by
                  one or more Wholly-Owned Subsidiaries."

          (b)     SECTION 8.1 is amended by (i) deleting the word "and" at the
end of SUBSECTION (o) thereof, (ii) deleting the punctuation mark "." at the end
of SUBSECTION (p) thereof and inserting "; and" in replacement therefor and
(iii) adding the following new SUBSECTION (q):

                  "(q)  Liens on property of any Foreign Subsidiary (other than
          the Subsidiary Borrower) securing Indebtedness of such Foreign
          Subsidiary permitted under the provisions of SECTION 8.5."

          (c)     SECTION 8.2 is amended as follows:

                  (i)   By deleting the phrase "or transfers by any Wholly-Owned
          Subsidiary" in SUBSECTION (d) thereof and inserting the parenthetical
          "or transfers by any Subsidiary" in replacement therefor.

                  (ii)  By deleting the word "and" at the end of SUBSECTION (h)
          thereof.

                  (iii) By deleting the punctuation mark "." at the end of
          SUBSECTION (i) thereof and inserting "; and" in replacement therefor.

                  (iv)  By adding the following new SUBSECTION (j):

                        "(j)   the non-recourse sale of accounts receivable by
                  any Foreign Subsidiary (other than the Subsidiary Borrower) in
                  the ordinary course of business."

          (d)     SECTION 8.4 is amended by deleting SUBSECTION (c) thereof and
inserting the following in replacement therefor:

                  "(c)  investments by the Company in its Wholly-Owned
          Subsidiaries or 80% Subsidiaries or by any Subsidiary in any
          Wholly-Owned Subsidiary or 80%

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          Subsidiary, in the form of contributions to capital or loans or
          advances; PROVIDED that, immediately before and after giving effect to
          such investment, no Event of Default or Unmatured Event of Default
          shall have occurred and be continuing and the aggregate amount
          invested by the Company and its Subsidiaries (other than Foreign
          Subsidiaries) in Foreign Subsidiaries after the Effective Date
          (excluding investments in Cayman Finance Co. which constitute Guaranty
          Obligations) shall not exceed $100,000,000;

          (e)     SECTION 8.5 is amended as follows:

                  (i)   By (A) deleting the word "and" at the end of SUBSECTION
          (k) thereof, (B) deleting the punctuation mark "." at the end of
          SUBSECTION (l) thereof and inserting "; and" in replacement therefor
          and (C) adding the following new SUBSECTION (m):

                        "(m)   Indebtedness incurred by the Subsidiary Borrower
                  in connection with leases for the Subsidiary Borrower's leased
                  facilities located in Ellwangen, Germany and Dischingen,
                  Germany."

                  (ii)  By deleting the parenthetical "(other than Indebtedness
          permitted by SUBSECTION (f) below)" in SUBSECTION (d) thereof and
          inserting the parenthetical "(other than Indebtedness permitted by
          SUBSECTION (f) or (m) below)" in replacement therefor.

                  (iii) By deleting the figure "$30,000,000" in SUBSECTION (d)
          thereof and inserting the figure "$100,000,000" in replacement
          therefor.

                  (iv)  By deleting the proviso in SUBSECTION (d) thereof and
          inserting the following new proviso in replacement therefor:

                  (v)   "(PROVIDED the aggregate amount of Indebtedness of the
          Subsidiary Borrower, other than Indebtedness hereunder or permitted by
          SUBSECTION (e), (f) or (m) below, shall not exceed $10,000,000)".

                  (vi)  By deleting SUBSECTION (e) thereof and inserting the
          following new proviso in replacement therefor:

                        "(e)   Indebtedness of Subsidiaries to the Company,
                  Wholly-Owned Subsidiaries or 80% Subsidiaries, PROVIDED that
                  (i) any such Indebtedness incurred by the Company or any
                  Domestic Subsidiary on or following the Amendment No. 3
                  Effective Date must be unsecured and expressly subordinated to
                  the prior payment in full in cash of all obligations hereunder
                  and under the Loan Documents and (ii) any such Indebtedness
                  owed to the Company or any Domestic Subsidiary, unless
                  incurred by the Company or any Domestic Subsidiary, and
                  incurred on or following the Amendment No. 3 Effective Date
                  must be evidenced by an unsubordinated promissory note that
                  has been pledged and assigned as required by the Security
                  Agreement;".

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          (f)     SECTION 8.8 is amended by deleting SUBSECTION (d) thereof and
inserting the following in replacement therefor:

                  "(d)  Guaranty Obligations by the Company relating to
          Indebtedness of Wholly-Owned Subsidiaries or 80% Subsidiaries which is
          permitted hereunder;".

          (g)     SECTION 8.10(c) is amended by (i) deleting the word "and" at
the end of SUBSECTION (c) thereof, (ii) deleting the punctuation mark "." at the
end of SUBSECTION (d) thereof and inserting "; and" in replacement therefor and
(iii) adding the following new SUBSECTION (e):

                  "(e)  capital leases entered into by any Subsidiary; PROVIDED
          that (i) no Event of Default or Unmatured Event of Default has
          occurred and is continuing or will result from the incurrence of the
          obligations contemplated thereby and (ii) such capital leases are
          otherwise permitted under the provisions of SECTION 8.5."

          (h)     SECTION 8.14 is amended by:

                  (i)   Deleting SUBSECTION (a) thereof and inserting the
          following in replacement therefor:

                  "(a) any Subsidiary may declare and pay dividends to the
          Company or a Subsidiary;";

                  (ii)  Deleting the word "and" at the end of SUBSECTION (g)
          thereof;

                  (iii) Deleting the punctuation mark "." at the end of
          SUBSECTION (h) thereof and inserting "; and" in replacement therefor;
          and

                  (iv)  Adding the following new SUBSECTION (i):

                  "(i) any 80% Subsidiary may declare and pay dividends for any
          fiscal year in an aggregate amount not to exceed the amount of such
          80% Subsidiary's earnings during such fiscal year to its shareholders
          on a pro rata basis.".

          (i)     SECTION 8.17 is amended in its entirety to read as follows:

                  "8.17 CAPITAL EXPENDITURES. The Company shall not permit the
          aggregate amount of all Capital Expenditures made by the Company and
          its Subsidiaries in any fiscal year to exceed an amount equal to:

                        (a)    For the fiscal years ending September 30, 2002
                  and September 30, 2003, $35,000,000;

                        (b)    For the fiscal year ending September 30, 2004,
                  the sum of (i) $35,000,000 and (ii) an amount equal to the
                  greater of (x) $35,000,000

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                  MINUS the actual amount of Capital Expenditures in the fiscal
                  year ending September 30, 2003 and (y) $0;

                        (c)    For the fiscal year ending September 30, 2005,
                  $50,000,000;

                        (d)    For the fiscal year ending September 30, 2006 and
                  each fiscal year thereafter, the sum of (i) $50,000,000 and
                  (ii) an amount equal to the greater of (x) $50,000,000 MINUS
                  the actual amount of Capital Expenditures in the immediately
                  preceding fiscal year and (y) $0;

          PROVIDED that in no event shall Indebtedness incurred in connection
          with the Rosata/Paula Acquisitions be considered Capital Expenditures
          for purposes of this SECTION 8.17."

          SECTION 2.  CONDITIONS OF EFFECTIVENESS. This Amendment shall become
effective when, and only when, and as of the date (the "AMENDMENT NO. 5
EFFECTIVE DATE") on which, (a) the Administrative Agent shall have received (x)
counterparts of this Amendment executed by the Company and Lenders with
aggregate Percentages of 66 2/3% or more or, as to any of the Lenders, advice
satisfactory to the Administrative Agent that such Lender has executed this
Amendment, and (y) counterparts of the Consent appended hereto (the "CONSENT"),
executed by each Guarantor (other than the Company), each such document (unless
otherwise specified) dated the date of receipt thereof by the Administrative
Agent (unless otherwise specified) and in sufficient copies for each Lender, and
(b) the Administrative Agent shall have received all fees due and payable in
connection with this Amendment No. 5 and payment of all accrued fees and
expenses of the Administrative Agent (including the reasonable and accrued fees
of counsel to the Administrative Agent invoiced on or prior to the date hereof).

          SECTION 3.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants as follows:

               (a)      The Company and each Guarantor is a corporation duly
     organized, validly existing and in good standing under the laws of the
     jurisdiction of its organization.

               (b)      The execution, delivery and performance by the Company
     of this Amendment and the Loan Documents, as amended hereby, to which it is
     or is to be a party, the execution and delivery by each Guarantor of the
     Consent and the Loan Documents to which it is or is to be a party, and the
     consummation of the transactions contemplated hereby are within the
     Company's and each Guarantor's corporate powers, have been duly authorized
     by all necessary corporate action and do not (i) contravene the
     Organization Documents of the Company or any Guarantor, (ii) violate any
     Requirement of Law, (iii) conflict with or result in a breach or
     contravention of, or the creation of a Lien (except for the Liens created
     under the Collateral Documents, as amended hereby) under, any document
     evidencing any Contractual Obligation to which the Company or any Guarantor
     is a party or any order, injunction, writ or decree of any Governmental
     Authority to which either the Company, any Guarantor or any of their
     properties is subject.

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               (c)      No approval, consent, exemption, authorization or other
     action by, or notice to, or filing with, any Governmental Authority is
     necessary or required in connection with the due execution, delivery or
     performance by, or enforcement against, either the Company of this
     Amendment or any of the Loan Documents, as amended hereby, to which it is
     or is to be a party or any Guarantor of the Consent or any other Loan
     Document to which it is a party.

               (d)      This Amendment has been duly executed and delivered by
     the Company. This Amendment and each of the other Loan Documents, as
     amended hereby, to which the Company is a party are legal, valid and
     binding obligations of the Company, enforceable against the Company in
     accordance with their respective terms. The Consent and each of the other
     Loan Documents, as amended hereby, to which each Guarantor is a party are
     legal, valid and binding obligations of such Guarantor, enforceable against
     such Guarantor in accordance with their respective terms.

               (e)      There is no action, suit, investigation, litigation or
     proceeding affecting either Borrower or any Subsidiary (including, without
     limitation, any Environmental Claim) pending or to the best knowledge of
     the Company, threatened, in arbitration or before any Governmental
     Authority that would reasonably be expected to have a Material Adverse
     Effect. No injunction, writ, temporary restraining order or other order of
     any nature has been issued by any court or other Governmental Authority
     purporting to enjoin or restrain the execution, delivery or performance of
     this Amendment or any other Loan Document or directing that the
     transactions provided for herein or therein not be consummated as herein or
     therein provided.

          SECTION 4.  REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS. (a) On and
after the effectiveness of this Amendment, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Credit Agreement, and each reference in the Notes and each of
the other Loan Documents to "the Credit Agreement", "thereunder", "thereof" or
words of like import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement, as amended by this Amendment.

          (b)  The Credit Agreement, the Notes and each of the other Loan
Documents, as specifically amended by this Amendment, are and shall continue to
be in full force and effect and are hereby in all respects ratified and
confirmed. Without limiting the generality of the foregoing, the Collateral
Documents and all of the Collateral described therein do and shall continue to
secure the payment of all Obligations of the Loan Parties under the Loan
Documents, in each case as amended by this Amendment.

          (c)  The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Lender or the Agent under any of the Loan Documents, nor
constitute a waiver of any provision of any of the Loan Documents.

          SECTION 5.  COSTS, EXPENSES. The Company agrees to pay on demand all
reasonable costs and expenses of the Administrative Agent in connection with the
preparation, execution, delivery and administration, modification and amendment
of this Amendment and the

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other instruments and documents to be delivered hereunder (including, without
limitation, the reasonable fees and expenses of counsel for the Administrative
Agent) in accordance with the terms of SECTION 11.4 of the Credit Agreement.

          SECTION 6.  EXECUTION IN COUNTERPARTS. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute but one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment by
telecopier shall be effective as delivery of a manually executed counterpart of
this Amendment.

          SECTION 7.  GOVERNING LAW. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.

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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.

                                  RAYOVAC CORPORATION


                                  By  /s/ Randall J. Steward
                                      ------------------------------------------
                                      Title: EVP and CFO


                                  VARTA CONSUMER BATTERIES GMBH &
                                  CO. KGAA


                                  By  /s/ Remy Burel
                                      ------------------------------------------
                                      Title: CEO


                                  By  /s/ Andreas Rouve
                                      ------------------------------------------
                                      Title:

                                  BANK OF AMERICA, N.A.,
                                  as Administrative Agent and as Lender


                                  By
                                      ------------------------------------------
                                      Title:

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                                  Agreed as of the date first above written


                                  ----------------------------------------------
                                  [Please type or print name of Lender Party]


                                  By
                                      ------------------------------------------
                                      Title:

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                                     CONSENT

                                                    Dated as of June 25, 2004


          Each of the undersigned, as Guarantors under, as applicable (i) the
Guaranty dated as of October 1, 2002, (ii) the Restated Guaranty dated as of
October 1, 2002 or (iii) any other guaranty issued by any Person of the
Obligations of the Company or the Subsidiary Borrower, in each case
(collectively, the "GUARANTY") in favor of the Administrative Agent and the
Lenders parties to the Credit Agreement referred to in the foregoing Amendment,
hereby consents to such Amendment and hereby confirms and agrees that (a)
notwithstanding the effectiveness of such Amendment, the Guaranty is, and shall
continue to be, in full force and effect and is hereby ratified and confirmed in
all respects, except that, on and after the effectiveness of such Amendment,
each reference in the Guaranty to the "Credit Agreement", "thereunder",
"thereof" or words of like import shall mean and be a reference to the Credit
Agreement, as amended by such Amendment, and (b) each of the Collateral
Documents to which such Guarantor is a party and all of the Collateral described
therein do, and shall continue to, secure the payment of all of the obligations
to be secured thereunder.

                                  ROV HOLDING, INC.

                                  By  /s/ Randall J. Steward
                                      ------------------------------------------
                                      Title: Vice President

                                  ROV INTERNATIONAL FINANCE COMPANY

                                  By  /s/ Randall J. Steward
                                      ------------------------------------------
                                      Title: Vice President

                                  RAYOVAC EUROPE GMBH

                                  By  /s Remy Burel
                                      ------------------------------------------
                                      Title: Managing Director


                                  By  /s/ Andreas Rouve
                                      ------------------------------------------
                                      Title: Managing Director

                                  ROV GERMAN GENERAL PARTNER GMBH

                                  By  /s/ Remy Burel
                                      ------------------------------------------
                                      Title: Managing Director

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                                  By  /s/ Andreas Rouve
                                      ------------------------------------------
                                      Title: Managing Director

                                  ROV GERMAN LIMITED GMBH

                                  By  /s/ Remy Burel
                                      ------------------------------------------
                                      Title: Managing Director


                                  By  /s/ Andreas Rouve
                                      ------------------------------------------
                                      Title: Managing Director

                                  RAYOVAC (UK) LTD.

                                  By  /s/ Remy Burel
                                      ------------------------------------------
                                      Title: Director

                                  ROVCAL, INC.

                                  By   /s/ Randall J. Steward
                                      ------------------------------------------
                                      Title:  Vice President & Treasurer